Exhibit 10.12


 


RESTATED AMENDMENT AGREEMENT


dated as of July 1,
2008


between BP Corporation North
America Inc. (BPCNA”)


and Resaca Exploitation,
L.P. (“Counterparty”)


 


BPCNA
and Counterparty are parties to the ISDA Master Agreement dated as of April 28,
2006 as amended from time to time, including, without limitation, pursuant to
that certain Amendment Agreement (the “2007 Amendment”) dated as of October 12,
2007 (such ISDA Master Agreement, as so amended, is herein referred to as the “Agreement”),
which Agreement includes all Confirmations exchanged between the parties
confirming the Transactions thereunder. Counterparty has informed BPCNA that
the Offering (as defined in the 2007 Amendment) was not consummated in November of
2007 as originally anticipated, however, such Offering is now contemplated to
occur during July, 2008. In connection with the consummation of the Offering,
the parties hereby agree that the 2007 Amendment shall be amended and restated,
in its entirety, as set forth herein effective as of the Effective Date.
Effective Date shall mean the date when and if (i) each of the parties
hereto duly executes this Restated Amendment Agreement (the “Restated Amendment”),
(ii) Counterparty converts from a Delaware limited partnership to a Texas
corporation in contemplation of the Offering, and (iii) Counterparty,
having converted from a Delaware limited partnership to a Texas corporation and
as Resaca Exploitation, Inc. a Texas corporation, has executed and
delivered to BPCNA a Ratification of Master Agreement in the form of Exhibit A
hereto.


 


1.                                      Amendment to the Agreement


 


BPCNA
and Counterparty agree to the following change(s) to the Schedule to the
Agreement:


 


(A)                     Part 2.(b)(2) of
the Schedule shall be deleted in its entirety and replaced with the following:


 


“2)           For the purpose
of Section 3(f) of this Agreement, Party B  represents that (i) it
is a corporation organized and existing under the laws of the State of Texas, (ii) it
is a U.S. person within the meaning of Section 7701 of the Internal Revenue
Code, and (iii) its U.S. taxpayer identification number is as set forth in
a separate notice to be provided by Party B to Party A within 30 days of Party
B’s conversion from a Delaware limited partnership to a Texas corporation.”


 


(B)                     All references to Counterparty’s
name in the Agreement shall be modified and amended from “Resaca Exploitation,
LP” to “Resaca Exploitation, Inc.” and all references to Counterparty as a
limited partnership organized and existing under the laws of the State of
Delaware (or words of similar effect) shall be modified and amended to refer to
Counterparty as a corporation organized and existing under the laws of the
State of Texas.


 


(C)                     All references in the
Agreement to Party B’s address are hereby amended to read as follows:


 


Resaca Exploitation, Inc.


1331 Lamar, Suite 1450


Houston, Texas 77010


 


2.                                      Representations


 


Each
party represents to the other party that all representations contained in the
Agreement are true and


 


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accurate
as of the date of this Restated Amendment and that such representations are
deemed to be given or repeated by each party, as the case may be, on the date
of this Restated Amendment.


 


Each
party represents to the other as follows:


 


(a)  it has the
power to, and has taken all action necessary for it to, execute and deliver
this Restated Amendment;


 


(b)  its execution
and delivery of this Restated Amendment do not violate or conflict with any law
applicable to it, any provision of its constitutional documents, any order or
judgment of any court or other agency of government applicable to it or any of
its assets or any contractual restriction binding on or affecting it or any of
its assets;


 


(c)  all
governmental and other consents that are required to have been obtained by it
with respect to its execution and delivery of this Restated Amendment have been
obtained and are in full force and effect, and all conditions of all such
consents have been complied with;


 


(d)  this Restated
Amendment is its legal, valid and binding agreement, enforceable against it in
accordance with the terms of this Restated Amendment (subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar laws affecting
creditors’ rights generally);


 


(e)  as expressly
amended hereby, the Agreement is in full force and effect;


 


(f)  The
termination of that certain Pledge Agreement dated as of May 1, 2006 and
that certain Limited Recourse Guaranty, each by the general partner of Resaca
in favor of NGP Capital Resources Company as Collateral Agent and
Administrative Agent for and on behalf of the Lenders, and the release and
discharge of all liens and security interests created or existing thereunder,
shall not be or be deemed to be an Additional Termination Event or otherwise result
in any non-compliance by Counterparty with the terms of the Agreement; and


 


(g)  each person
who is authorized to execute and deliver on its behalf this Restated Amendment
or any document to be delivered by it in connection herewith is identified in the
most recent certificate delivered by it under the Agreement (which also sets
forth the title and specimen signature of that person).


 


3.                                      Miscellaneous


 


(a)  Definitions. Capitalized
terms used in this Restated Amendment and not otherwise defined herein shall
have the meanings specified for such terms in the Agreement.


 


(b)  Entire Agreement. This Restated
Amendment constitutes the entire agreement and understanding of the parties
with respect to its subject matter and supersedes all oral communications and
prior writings (except as otherwise provided herein) with respect thereto.


 


(c)  Counterparts. This Restated
Amendment may be executed and delivered in counterparts (through facsimile
transmission or otherwise in writing), each such counterpart shall be deemed an
original, and all such counterparts, together, shall constitute a single
agreement.


 


(d)  Headings. The headings
used in this Restated Amendment are for convenience or reference only and are
not to affect the construction of or to be taken into consideration in
interpreting this Restated


 


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Amendment.


 


(e)  Recitals. The recitals at
the beginning of this Restated Amendment are incorporated into this Restated
Amendment for all purposes.


 


(f)  Governing Law. THIS RESTATED AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Restated Amendment Agreement to be duly executed as of the day and
year first above written.


 


	
  BP CORPORATION NORTH AMERICA INC.

  	
  RESACA EXPLOITATION, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Resaca
  Exploitation GP, LLC,

  
	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Tom Nuelle

  	
   

  	
  By:

  	
  /s/
  John J. Lendrum III

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Tom
  Nuelle

  	
   

  	
  Name:

  	
  John
  J. Lendrum III

  
	
  Title:

  	
  Head
  of Houston Middle Office Control

  	
   

  	
  Title:

  	
  President

  
	
  Date:

  	
  7-2-08

  	
   

  	
  Date:

  	
  7/2/08

  



 


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EXHIBIT A


FORM OF RATIFICATION OF MASTER AGREEMENT


 


5

















 


RATIFICATION OF MASTER AGREEMENT


dated as
of          , 2008


between BP Corporation North America Inc. (BPCNA”)


and Resaca Exploitation, Inc., a Texas Corporation (“Counterparty”)


 


BPCNA and Counterparty, then known as Resaca Exploitation,
LP, a Delaware limited partnership (“Resaca LP”) have previously entered into
that certain ISDA Master Agreement dated as of April 28, 2006 as amended
by that certain Amendment Agreement (the “Amendment”) dated as of October 12,
2007 and that certain Restated Amendment Agreement (the “Restated Amendment”)
dated as of June 17, 2008 (the “Agreement”), which Agreement includes all
Confirmations exchanged between the parties confirming the Transactions
thereunder. Counterparty has informed BPCNA that it has converted from a
Delaware limited partnership to a Texas corporation in contemplation of the
Offering (as defined in the Restated Amendment), and, upon execution and
delivery of this Ratification of Master Agreement (this “Ratification”) the “Effective
Date” as defined in the Restated Amendment shall have occurred.


 


1.                                      Assumption of the Agreement


 


(A)                               Effective as
of              ,
2008 and pursuant to that certain Plan of Conversion of Resaca Exploitation, LP
into Resaca Exploitation, Inc., Counterparty was duly formed by conversion
of Resaca LP under applicable law. As a result of such conversion, the business
of Resaca LP is being continued by Counterparty in all respects and
Counterparty has undertaken and assumed by operation of law, and hereby undertakes
and assumes, all of the rights, obligations and liabilities of Resaca LP with
respect to the Agreement and the Security Documents (as defined in the
Agreement) accruing prior to, on or subsequent to the date hereof and with the same force and
effect as if originally named therein as a party in the place and stead of
Resaca LP (for the avoidance of doubt,
including any rights, obligations and liabilities of Resaca LP required to be
performed by it on or prior to the date hereof with respect to the Agreement
and the Security Documents), and hereby confirms that it shall be deemed a
party to the Agreement and each Security Document to which Resaca LP is a party
and shall be bound by all the terms thereof as if therein named.


 


(B)                               Counterparty hereby agrees that any and all actions by Resaca LP, the
general partner of Resaca LP and/or the officers of the general partner of
Resaca LP on behalf of Resaca LP for and on behalf of and in the name of Resaca
LP prior to its conversion from a Delaware limited partnership to a Texas
corporation assumption and the execution and delivery of this Ratification, in
connection with any of the foregoing matters, including, but not limited to,
negotiations of the terms and/or the execution and delivery of the Agreement, any
Confirmations or Transactions entered into under and as part of such Agreement,
and the Security Documents be, and they are hereby ratified, confirmed and
shall be binding upon Counterparty in all respects for all purposes;


 


2.                                      Representations


 


Counterparty represents to BPCNA that all representations
contained in the Agreement are true and accurate as of the date of this
Ratification and that such representations are deemed to be given or repeated
by it, as the case may be, on the date of this Ratification.


 


Counterparty hereby represents to BPCNA as follows:


 


(a)  it has the power to, and has taken all
action necessary for it to, execute and deliver this Ratification;


 


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(b)  its execution and delivery of this
Ratification does not violate or conflict with any law applicable to it, any
provision of its constitutional documents, any order or judgment of any court
or other agency of government applicable to it or any of its assets or any
contractual restriction binding on or affecting it or any of its assets;


 


(c)  all governmental and other consents that
are required to have been obtained by it with respect to its execution and
delivery of this Ratification have been obtained and are in full force and effect,
and all conditions of all such consents have been complied with;


 


(d)  this Ratification is its legal, valid and
binding agreement, enforceable against it in accordance with the terms of this
Ratification (subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors’ rights generally);


 


(e)  the Agreement is in full force and effect;
and


 


(f)  the person executing this Ratification on
its behalf has been duly authorized by it to execute and deliver this Ratification.


 


3.                                      Miscellaneous


 


(a)  Definitions. Capitalized terms used in this
Ratification and not otherwise defined herein shall have the meanings specified
for such terms in the Agreement.


 


(b)  Entire Agreement. This Ratification
constitutes the entire agreement and understanding of the parties with respect
to its subject matter and supersedes all oral communications and prior writings
(except as otherwise provided herein) with respect thereto.


 


(c)  Counterparts. This Ratification may be
executed and delivered in counterparts (through facsimile transmission or
otherwise in writing), each such counterpart shall be deemed an original, and
all such counterparts, together, shall constitute a single agreement.


 


(d)  Headings. The headings used in this Ratification are for convenience or reference
only and are not to affect the construction of or to be taken into
consideration in interpreting this Ratification.


 


(e)  Governing
Law. THIS RATIFICATION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Ratification to be duly executed as of the day and year first above
written.


 


 


	
   

  	
  RESACA EXPLOITATION, INC., a Texas corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged
  and Agreed by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BP CORPORATION NORTH AMERICA INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


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